EXHIBIT
10.4


SENIOR SECURED


PROMISSORY NOTE 


 




$250,000




November 1, 2016




FOR VALUE RECEIVED, Meshworks Media Corporation,
having an office and address for purposes of notices and legal process at 2600
South Shore Blvd., Suite 100, League City, TX 77573 ("Borrower") promises to pay to the order of  BlackStar Enterprise Group, Inc.("Lender"), at
(address)_________________ or at any such other place as may be designated in
writing by Lender, the principal sum of $250,000.00 in lawful money of the
United States of America, together with interest thereon to be computed from November
1, 2016 at the Interest Rate (as defined below), and to be paid in accordance
with the terms of this Promissory Note ("Note"). 


1. INTEREST.  Interest at the annual rate of
12 % shall be payable on the principal in accordance with the terms set forth
immediately below. 


2.  PAYMENT. Commencing January 2, 2017, the borrower shall issue payments to the lender(s) equal
to 15% of the previous months' revenue and said revenue payments, of principal
and interest, shall continue thereafter, to be issued on the first day of each
month, until the principal and interest have been paid in full to the lender(s)
but in no case, later than January 1, 2019 ("Maturity Date") when any unpaid
principle and interest shall be due in full.


3. APPLICATION OF PAYMENTS.


3.1.   The Lender shall first apply the
payments to interest and, after all interest is paid in full the balance of any
payment shall be applied to the principal amount of the Note.


3.2.   The
designation or allocation by Borrower of the disposition or allocation of any
payments made will not be binding upon the Lender which may allocate any and
all such payments to interest, principal and other fees and charges due
hereunder or to any one or more of them, in such amount, priorities and
proportions as Lender may determine in its sole discretion in accordance with
the terms hereof.


4. SECURITY.   The Note shall be secured
by a security agreement covering all of the Borrower's assets both tangible and
intangible.


5. ADDITIONAL CONSIDERATION FOR LENDER Lender(s) shall receive, as additional consideration, 2 shares of
Series B Convertible Preferred stock (Series B Stock) for each one dollar
($1.00) loaned to the Company.  Upon full repayment of the loan but no later than February 1, 2019
the Series B Stock is to receive priority profit distributions ("PPD")based on 15% of the previous months'
revenue and said PPD's will continue until such time as each lender has
received  



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distributions equal to the full amount of that lender's proportionate
share of the loan. At that point, the Series B Preferred shall
automatically convert to common stock at the rate of one share of common for
each share of preferred converted. Until such time as all PPD's have been paid,
Borrower shall not pay any dividends to or on its outstanding common stock.






6.
DEFAULT AND
ACCELERATION.


6.1.   It is
hereby expressly agreed that all principal and interest shall become
immediately due and payable at the option of the holder hereof upon the
happening of any of the following events (each, an "Event of Default"):


6.1.(a)    Borrower fails to pay any amount due to Lender
under this Note within ten (10) calendar days after the due date of any payment
required hereunder or at the Maturity Date (whether or not there is any notice
thereof from the Lender). 


6.1.(b)   A receiver, liquidator or trustee shall be
appointed for Borrower or for any substantial part of its  property, an
assignment shall be made for the benefit of creditors, Borrower shall be
adjudicated a bankrupt or insolvent, or any petition for bankruptcy,
reorganization or arrangement pursuant to the United States Bankruptcy Code, or
under the provisions of any federal or state bankruptcy or receiver laws, shall
be filed by or against Borrower, unless such appointment, assignment, adjudication
or petition was involuntary, in which event only if the same is not discharged,
stayed or dismissed within forty-five (45) days;


6.1.(c)    A final judgment for the payment of money in excess
of $1 million not covered by a policy of insurance or which  would materially
adversely affect such Borrower's ability to make payments under this Note shall
be rendered against Borrower and such party shall not discharge the same or
cause it to be discharged within forty-five (45) days from the entry thereof,
or shall not appeal therefrom or from the order, decree or process upon which
or pursuant to which said judgment was granted, based or entered within twenty
(20) days, and thereafter to secure a stay of execution pending such appeal;


6.1.(d)   Borrower shall have concealed, removed and/or
permitted to be concealed or removed any substantial part of their property
and/or assets with the intent to hinder, delay or defraud Lender of any of its
property and/or assets which may be fraudulent under any federal or state
bankruptcy, fraudulent conveyance or similar law now or hereafter enacted, or
if Borrower shall have made any transfer of any of their property and/or assets
to or for the benefit of a creditor at a time when other creditors similarly
situated have not been paid, or if Borrower shall have suffered or permitted to
be suffered, while insolvent, any creditor to obtain a lien upon any of its
property and/or assets through legal proceedings or distrain which is not
vacated within (30) days from the date of entry thereof;


6.2.   After the
occurrence of an Event of Default, Lender may accept any payments from Borrower
without prejudice to the rights and remedies of Lender provided herein. 


6.3.  
Notwithstanding anything to the contrary set forth in this Section 5, if the
Lender declares an Event of Default for failure to repay this Note in full on
the Maturity Date, the Company will have 10 days to remedy the Default through
repayment of the Note. If the Default is not cured through repayment of this
Note within the 10-day grace period, then all other provisions of Sections 6 and
7 shall apply.

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7.      DEFAULT INTEREST/LATE CHARGES.


7.1.   If the indebtedness is not paid in full on the Maturity Date,
interest shall continue to accrue until paid in full. 


7.2.   Should
the Indebtedness or any part thereof be collected at law or in equity, or in
bankruptcy, receivership or any collected at law or in equity, or in
bankruptcy, receivership or any other court proceeding (whether at the trial or
appellate level), or should this Note be placed in the hands of attorneys for
collection under default, Borrower agrees to pay, in addition to the Indebtedness,
all costs of collecting or attempting to collect the Indebtedness, including reasonable
attorneys' fees and expenses and court costs, regardless of whether any legal
proceeding is commenced hereunder, together with interest thereon from the date
paid or incurred by Lender until such expenses are paid by Borrower. 


7.3.   After the
entry of a judgment Lender shall have the right to continue to charge Borrower
and to increase the amount of the judgment for post-judgment reasonable
attorneys' fees and costs, post-judgment interest and other charges that may be
incurred by Lender. 


8.     
 WAIVERS.


8.1.   To the
maximum extent permitted by applicable law, Borrower hereby waives demand, notice
of demand, presentment for payment, notice of intent to accelerate maturity,
notice of acceleration of maturity, notice of dishonor, protest, notice of
protest and non-payment and all other notices of any kind, except for notices
expressly provided for in this Note.


8.2.   The
liability of Borrower shall be unconditional and shall not be in any manner
affected by any indulgence whatsoever granted or consented to by the holder
hereof, including, but not limited to any extension of time, renewal, waiver or
other modification. No release of any security for the Indebtedness or
extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, or any other
guaranty or instrument made by agreement of Lender or any other person or party
shall release, modify, amend, waive, extend, change, discharge, terminate or
affect the liability of Borrower, and any other person or entity who may become
liable for the payment of all or any part of the Indebtedness under this Note.



8.3.   No notice
to or demand on Borrower shall be deemed to be a waiver of the obligation of
Borrower or of the right of Lender to take further action without further
notice or demand on Borrower as provided for in this Note. Any failure of the
holder of this Note to exercise any right hereunder shall not be construed as a
waiver of the right to exercise the same or any other right at any time and
from time to time thereafter. Lender or any holder may accept late payment, or
partial payment, even though marked "payment in full" or containing words of
similar import or other conditions, without waiving any of its rights. No
amendment, modification or waiver of any provision of this Note nor consent to
any departure by Borrower therefrom shall be effective, irrespective of any
course of dealing, unless the same shall be in writing and signed by the
Lender, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

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8.4.   BORROWER AGREES THAT ANY
ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE MAY BE
INITIATED AND PROSECUTED IN THE STATE OR FEDERAL COURTS, AS THE CASE MAY BE,
LOCATED IN HARRIS COUNTY, STATE OF TEXAS.  TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER CONSENTS TO AND SUBMITS TO THE EXERCISE OF
JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON HIM AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
REGISTERED MAIL DIRECTED TO THE BORROWER AT HIS ADDRESS SET FORTH ABOVE OR TO
ANY OTHER ADDRESS AS MAY APPEAR IN THE  LENDER'S RECORDS AS THE ADDRESS OF THE
BORROWER (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF
PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW).


9.     
PREPAYMENT. The Borrower shall have the right
to prepay the Note but no prepayment shall entitle the Borrower to reduce the
total amount of principal and interest due hereunder. 


10. 
NOTICES.  All notices to be given
pursuant to this Note shall be in writing and sufficient if given by personal
service, by guaranteed overnight delivery service, or by being mailed postage
prepaid, by registered or certified mail, to the address of the parties first
hereinabove set forth or to such other address as either party may request in
writing from time to time. Any time period provided in the giving of any notice
hereunder shall commence upon the date of personal service, the date after
delivery to the guaranteed overnight delivery service, or three (3) days after
any notices are deposited, postage prepaid, in the United States mail, certified or registered
mail. Notices may be given by a party's attorneys or agents with the same force
and effect as though given by such party.


11.  MISCELLANEOUS.


11.1. 
 Time shall be of the essence with
respect to all provisions of this Note and both parties hereto.


11.2. 
 If any payment to be made by Borrower
shall otherwise become due on a day other than a Business Day, such payment
shall be made on the preceding day which is a Business Day. "Business Day"
shall mean any day of the week other than a Saturday, Sunday or federal
holiday.


11.3. 
 Borrower represents that it has full
power, authority and legal right to execute and deliver this Note, and that
this Note constitutes the valid and binding obligation of Borrower.


11.4. 
 This Note cannot be changed,
modified, amended, waived, extended, discharged or terminated orally or by
estoppel or waiver, regardless of any claimed partial performance referable
thereto, or by any alleged oral modification or by any act or failure to act on
the part of Borrower or Lender.  The agreements contained herein shall
remain in full force and effect, notwithstanding any changes in the individuals
or entities comprising Borrower, and the term "Borrower," as 

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used herein, shall include any alternate or successor person or entity, but
any predecessor person or entity, and its partners or members, as the case may
be, shall not thereby be released from any liability. Nothing in the foregoing
shall be construed as a consent to, or a waiver of, any prohibition or
restriction on transfers of interests in Borrower which may be set forth in this
Note.


11.5. 
 Titles of articles and sections are
for convenience only and in no way define, limit, amplify or describe the scope
or intent of any provision hereof.


11.6. 
 If any paragraph, clause or provision
of this Note is construed or interpreted by a court of competent jurisdiction
to be void, invalid or unenforceable, such voidness, invalidity or
unenforceability will not affect the remaining paragraphs, clauses and provisions
of this Note, which shall nevertheless be binding upon the parties hereto with
the same effect as though the void or unenforceable part had been severed and
deleted.


11.7. 
 The terms and provision of this Note
shall be binding upon and inure to the benefit of Borrower and Lender and their
respective heirs, executors, legal representatives, successors,
successors-in-title, and assigns, whether by voluntary action of the parties or
by operation of law. As used herein, the terms "Borrower" and "Lender" shall be
deemed to include their respective heirs, executors, legal representative,
successors, successors-in-title, and assigns, whether by voluntary action of
the parties or by operation of law.


11.8. 
 All the terms and words used in this
Note, regardless of the number and gender in which they are used, shall be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the context or sense of this
Note or any paragraph or clause herein may require, the same as if such work
had been fully and properly written in the correct number and gender. 


11.9.   This Note shall be governed by and construed in
accordance with the laws of the State of Texas without regard to conflicts of
laws principles.


IN WITNESS WHEREOF, the undersigned have executed the
foregoing instrument as of the date first above written.


 


BORROWER:


Meshworks Media Corporation


By: /s/


______________________________


Its: 
Chief Executive Officer




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